TERMS OF SERVICE

Maxus Management LLC

Effective Date: The operative date of this Agreement shall be the date on which the Client, by means of digital acknowledgment at checkout, signifies acceptance of these terms, which acceptance shall create a binding and enforceable contract.

INTRODUCTION

This Terms of Service (“Agreement” or “TOS”) is entered into by and between Maxus Management LLC, an Illinois limited liability company (“Maxus Management,” “we,” “our,” or “us”), and the undersigned or accepting party (“Client”).

By accepting these Terms of Service, whether through digital acknowledgment, signature, or by checking the required box at checkout, the Client agrees to be bound not only by this Agreement but also by the following policies, each of which is incorporated by reference and made part of this Agreement:

• Refund Policy

• Privacy Policy

• Payment Policy

• Nondisclosure Agreement (NDA)

The Client understands and agrees that acceptance of this Terms of Service constitutes full and binding acceptance of each of the above-referenced policies, whether reviewed individually or not, and that such policies carry equal force and enforceability as this Agreement.

SECTION 1. DEFINITIONS

For the purposes of clarity, the following definitions shall apply throughout this Agreement:

1.1 Digital Assets. Digital Assets shall include, without limitation, websites, source code, templates, frameworks, content, images, logos, graphics, designs, trademarks, copywriting, video, audio, files, scripts, proprietary databases, and any related or derivative works created, provided, or maintained by Maxus Management.

1.2 Services. Services shall mean all offerings, deliverables, and efforts performed by Maxus Management, whether technical, creative, or advisory in nature, including but not limited to website development, e-commerce integration, search engine optimization, advertising, digital marketing campaigns, and maintenance.

1.3 Client Materials. Client Materials shall mean any and all content, intellectual property, data, or other resources provided by the Client to Maxus Management for incorporation into any Service or Digital Asset.

1.4 Effective Date. The Effective Date shall mean the date upon which the Client consents to these Terms of Service, either by checking the required box at checkout, affixing a signature, or otherwise affirmatively agreeing in writing.

SECTION 2. SCOPE OF PRODUCTS AND SERVICES

2.1 Provision of Services. Maxus Management shall, at its sole discretion, determine the nature, extent, and schedule of the Services provided. No representation, guarantee, or warranty is made that Services will meet all Client expectations, unless explicitly documented in a separate written agreement executed by both parties.

2.2 Exclusivity. The Client agrees that during the term of this Agreement they shall not create, engage with, or endorse any competing services or platforms that replicate, replace, or otherwise diminish the commercial viability of Maxus Management’s offerings.

2.3 Expansion of Services. Maxus Management reserves the unrestricted right to introduce, substitute, or expand its offerings at any time, with or without notice to the Client. The Client acknowledges and accepts that continued use of Services shall constitute binding acceptance of any newly introduced or revised offerings.

SECTION 3. SERVICE FEES

3.1 Fee Models. Fees may be structured as one or more of the following:

• Monthly Subscription Fees for bundled services and platform access.

• Per-Sale Fees based on gross or net transaction values generated through the website or platform.

• Per-Lead Fees calculated on the number of qualified leads, contacts, or inquiries originating through Services.

• Custom Arrangements documented in writing, which may incorporate hybrid fee structures.

3.2 Processing and Overhead Costs. Maxus Management retains the unilateral right to impose processing, hosting, or maintenance charges in addition to base fees.

3.3 Binding Nature of Fees. The Client acknowledges that all fee obligations are absolute, binding, and enforceable regardless of the Client’s subjective satisfaction with Services.

3.4 Failure to Pay. Failure by the Client to remit payment when due shall be deemed a material breach of this Agreement, entitling Maxus Management to suspend services, pursue collections, and enforce termination penalties.

SECTION 4. TERM, RENEWAL, AND TERMINATION

4.1 Initial Term. The Agreement shall commence upon the Effective Date and remain in full force and effect for one (1) year.

4.2 Automatic Renewal. Unless terminated in accordance with this Section, this Agreement shall automatically renew for successive one-year periods.

4.3 Client Termination. The Client may not terminate this Agreement earlier than three hundred sixty-five (365) days following the Effective Date. Any attempt to terminate prior shall be deemed ineffective unless accompanied by immediate payment of the early termination fee referenced below.

4.4 Termination Fees. If the Client attempts to terminate prematurely, or otherwise ceases to use Services, the Client shall be immediately liable for liquidated damages in the amount of three thousand dollars ($3,000).

4.5 Maxus Management’s Right to Terminate. Maxus Management may, at its sole discretion, suspend or terminate this Agreement without prior notice in the event of (i) non-payment; (ii) breach of these Terms; (iii) use of Services for unlawful purposes; or (iv) conduct deemed detrimental to Maxus Management’s business or reputation.

SECTION 5. LIMITATION OF LIABILITY

5.1 Scope of Limitation. To the fullest extent permitted by law, Maxus Management shall not be liable to the Client for any incidental, indirect, punitive, or consequential damages, including but not limited to loss of revenue, profits, business opportunities, or goodwill.

5.2 Maximum Liability. The total cumulative liability of Maxus Management, regardless of theory of law or cause of action, shall not exceed the total amount actually paid by the Client under this Agreement for the specific Services giving rise to the claim.

5.3 Acknowledgment of Allocation of Risk. The Client acknowledges that the limitations set forth herein are integral to the allocation of risk between the parties, and that absent such limitations, Maxus Management would not have entered into this Agreement.

SECTION 6. OWNERSHIP OF ASSETS

6.1 Exclusive Ownership. All Digital Assets created, hosted, maintained, or provided by Maxus Management remain the sole and exclusive property of Maxus Management.

6.2 Usage Rights. The Client is granted a limited, revocable, non-transferable license to use Services and Digital Assets solely during the term of this Agreement.

6.3 No Transfer of Rights. At no time shall ownership of Digital Assets pass to the Client absent a separate, signed, written instrument specifically granting such rights.

6.4 Retention of Data. Maxus Management reserves the right to retain, use, and analyze any and all data, statistics, or analytics derived from the Client’s use of Services, for any lawful purpose, without further notice or compensation to the Client.

SECTION 7. INDEMNIFICATION

The Client agrees to indemnify, defend, and hold harmless Maxus Management and its officers, members, contractors, and affiliates from any and all claims, losses, liabilities, and damages arising from or relating to:

• The Client’s business operations, products, or services;

• E-commerce transactions facilitated through Maxus Management’s platforms;

• Alleged violations of law, regulation, or third-party rights by the Client;

• Misuse or unauthorized use of Maxus Management’s Services.

Such indemnification shall extend to attorneys’ fees, court costs, settlements, and enforcement expenses.

SECTION 8. CONFIDENTIALITY

8.1 Confidential Information. Both parties agree to treat as confidential all proprietary or sensitive information disclosed during the term of this Agreement.

8.2 Survival. Confidentiality obligations shall survive termination of this Agreement.

8.3 Permitted Disclosure. Disclosure shall be permitted only when required by law, regulation, or court order.

SECTION 9. COLLECTIONS AND ENFORCEMENT

9.1 Collections Authority. Any delinquent, unpaid, or overdue amounts shall be subject to collection by Maxus Management or its designated third-party collection agencies.

9.2 Recovery of Costs. The Client shall be responsible for all costs of collection, including but not limited to collection agency fees, attorney’s fees, court costs, administrative costs, and accrued interest.

9.3 Credit Reporting. Maxus Management reserves the right to report delinquent accounts to credit reporting agencies.

9.4 Cumulative Remedies. Remedies under this Section are cumulative and do not limit or restrict any other remedies available under law or equity.

SECTION 10. INCORPORATION BY REFERENCE

10.1 Binding Nature of Related Policies. The Client acknowledges and agrees that the No Refund Policy, Privacy Policy, Payment Policy, and Nondisclosure Agreement (collectively, the “Supplemental Agreements”) are hereby incorporated into this Terms of Service as if fully set forth herein.

10.2 Automatic Acceptance. Acceptance of this Terms of Service shall constitute simultaneous acceptance of each Supplemental Agreement, and no additional acknowledgment shall be required for enforcement.

10.3 Hierarchy of Terms. In the event of conflict between this Terms of Service and any Supplemental Agreement, the terms most protective of Maxus Management shall govern, unless expressly stated otherwise in writing by Maxus Management.

SECTION 11. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois, without regard to its conflict of laws provisions. The Client consents to jurisdiction and venue exclusively in the courts of Illinois.

By checking the box at checkout, the Client affirms complete acceptance of this Agreement, acknowledges that it is a legally binding contract, and waives any right to contest enforceability based on failure to read or comprehend its contents.